Instructions: B132™ – 2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition

Synopsis. 

AIA Document B132–2019 is a standard form of agreement between owner and architect for use on building projects where construction management services are to be provided under a separate contract with the owner. It is coordinated with AIA Document C132™–2019, an owner/construction manager as adviser agreement, where the construction manager is an independent adviser to the owner throughout the course of the project. Both AIA Documents B132–2019 and C132–2019 are based on the premise that there will be multiple construction contractors whose contracts with the owner will be administered by the construction manager and the architect under AIA Document A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition.

For all document details and a record of changes, see the summary » 

 

Using B132–2019.

Cover Page

Date. The date represents the date the Agreement becomes effective. It may be the date that an oral agreement was reached, the date the Agreement was originally submitted to the other party, the date authorizing action was taken or the date of actual execution. Professional services should not be performed prior to the effective date of the Agreement. 

Parties. Parties to this Agreement should be identified using the full address and legal name under which the Agreement is to be executed, including a designation of the legal status of both parties (sole proprietorship, partnership, joint venture, unincorporated association, limited partnership or corporation [general, limited liability, closed or professional], etc.). Where appropriate, a copy of the resolution authorizing the individual to act on behalf of the firm or entity should be attached.

 Project. The proposed Project should be described in sufficient detail to identify (1) the official name or title of the facility, (2) the location of the site, if known, (3) the proposed building usage, and (4) the size, capacity or scope of the Project, if known.

 

Article 1 – Initial Information

§ 1.1 Initial Information is provided in Section 1.1. The parties should take care to be as explicit and detailed as possible with respect to the relevant Initial Information.

§ 1.1.4 The parties must set forth the Owner’s anticipated design and construction schedule, including design phase milestone dates, as those dates are to be incorporated into the Architect’s initial schedule for the Architect’s services.

§ 1.1.10 The AIA publishes standard form Owner-Consultant Agreements, including C103™–2015, Standard Form of Agreement Between Owner and Consultant without a Predefined Scope of Consultant’s Services, which sets the terms and conditions governing the relationship between the Owner and its Consultant. C103–2015 does not include a scope of services and must be paired with another document providing a description of the required services. The AIA publishes consultant’s scope of services documents, including C201™–2015, Standard Form of Consultant’s Services: Land Survey, and C202™–2015, Standard Form of Consultant’s Services: Geotechnical Engineering.

 

Article 4 – Supplemental and Additional Services

§ 4.1 The parties should complete the table contained in Section 4.1 prior to executing the Agreement. For each Supplemental Service listed, the parties should indicate the party responsible for providing the service in the appropriate column. The AIA publishes standard form scopes of services documents for a number of the Supplemental Services listed in Section 4.1.1, which can be used to describe the Architect’s responsibilities for the identified Supplemental Service. The Architect is not responsible for any listed Supplemental Service unless specifically so designated in the Responsibility column of the table.

§ 4.1.1.15 Conformed documents for construction (commonly identified as “Issued for Construction” documents) are the Construction Documents modified to include any addenda issued during the bidding or negotiation process and accepted alternates. 

§ 4.1.1.16 As-designed record drawings are the record of everything the Architect designed for the Project, and include the original Construction Documents plus all addenda, Architect’s Supplemental Instructions, Change Orders, Construction Change Directives and minor changes in the work. 

§ 4.1.1.17 As-constructed record drawings (commonly called “As-builts”) are the record of the Project as constructed based on information the Contractor, through the Construction Manager, provides to the Owner under the contract for construction. Because the As-constructed record drawings will be based on the Contractors’ mark-ups, the Architect is not responsible for the accuracy or completeness of the As-constructed record drawings.

§ 4.2.3 Insert an agreed-upon number in each of the spaces provided.

§ 4.2.5 Insert the number of months beyond which the Architect shall be entitled to compensation as Additional Services. 

 

Article 8 – Claims and Disputes

§ 8.2.4 Select from three choices of binding dispute resolution: (1) arbitration, (2) litigation or (3) another method that the parties must identify. Other types of dispute resolution include a dispute resolution board or a mini-trial. For additional information about other methods of dispute resolution, refer to The Construction Industry’s Guide to Dispute Avoidance and Resolution.

 

Article 11 – Compensation

§ 11.1 Insert the basis of compensation for the Architect’s Basic Services. If the parties do not intend to utilize a stipulated sum method or percentage basis method, Section 11.1 allows the parties to identify another basis of compensation. There are a number of other methods for computing compensation for architectural services. Four of these methods are time-based, reflecting in different ways the time spent by the Architect on the Project:

Multiple of Direct Salary Expense, in which direct salaries of designated personnel are multiplied by a factor representing benefits, overhead, and profit.

Multiple of Direct Personnel Expense,in which the salaries plus benefits of designated personnel are multiplied by a factor representing overhead and profit.

Professional Fee Plus Expenses,in which the salaries, benefits, and overhead of designated personnel are the expense and the fee may be a multiplier, percentage or lump sum representing profit.

Hourly Billing Rates,in which salaries, benefits, overhead and profit are included in the rate for designated personnel.

Other methods, while they may be indirectly related to time expended on the Project, do not use time as a factor in the calculation:

Multiple of Consultants’ Billing, in which Consultants’ bills are multiplied by a factor representing the Architect’s administrative costs, overhead, and profit.

Square Footage, in which the square footage of the structure is multiplied by a pricing factor.

Unit Cost, in which the number of certain units, such as rooms, acres, etc., are multiplied by a pricing factor.

Royalty,in which compensation is a share in the Owner’s income or profit derived from the built facility.

The AIA makes no recommendation as to the appropriateness of any of these methods of compensation on a particular project, nor does the AIA suggests that the foregoing list includes all methods that are possible, practical or in actual use. The use of any of the compensation methods described above, singly or in combination with other methods, is a business decision for the Architect and the Owner. Further, the AIA makes no recommendations and has no guidelines or schedules that specify the amount of compensation an architect should be paid.

Sample language is provided below for several of the most widely used methods of compensation.

If a Multiple of Direct Salary Expense is used, include multipliers using words and numerals in the following insert:

Compensation for services rendered by principals and employees shall be based on a multiple of ________ (__) times Direct Salary Expense, which shall be defined as the direct salaries of the Construction Manager’s personnel engaged on the Project excluding any costs of mandatory or customary contributions and benefits. Compensation for services rendered by Consultants shall be based on a multiple of ________ (__) times the amounts billed by Consultants.

If a Multiple of Direct Personnel Expense is used, include multipliers using words and numerals in the following insert:

 Compensation for services rendered by principals and employees shall be based on a multiple of ________ (__) times Direct Personnel Expense of Construction Manager’s personnel, plus the following reimbursable cost items. Compensation for services rendered by Consultants shall be based on a multiple of ________ (__) times the amounts billed by Consultants.

If a Professional Fee Plus Expenses is to be used, include the dollar figure and the appropriate multipliers (using words and numerals) in the following insert:

Compensation shall be a Fixed Fee of ________ ($__) plus a multiple of ________ (__) times Direct Personnel Expense. Compensation for services rendered by Consultants shall be based on a multiple of ________ (__) times the amounts billed by Consultants.

Alternatively, the fee (representing profit) may be calculated as a multiplier or percentage.

If Hourly Billing Rates are used, include the cumulative amount for salary, benefits, overhead, and profit to fix each rate using words and numerals in the following insert:

Compensation for services rendered by Principals and employees shall be based upon the hourly billing rates set forth below:

        1. Principals’ time at the fixed rate of ________ ($__) per hour. For the purposes of this Agreement, the Principals are: (List Principals, such as owners, partners, corporate officers, and participating associates.)
        2. Supervisory time at the fixed rate of ________ ($__) per hour. For the purposes of this Agreement, supervisory personnel include: (List managerial personnel by name or job title, such as general manager, department head or project manager.)
        3. Technical Level I time at the fixed rate of ________ ($__) per hour. For the purposes of this Agreement, Technical Level I personnel include: (List those personnel by name or job title who are highly skilled specialists, such as job captains, senior designers, senior drafters, senior planners, senior specifiers or senior construction administrators.)
        4. Technical Level II time at the fixed rate of ________ ($__) per hour. For the purposes of this Agreement, Technical Level II personnel include: (List those personnel by name or job title who hold intermediate-level positions relative to Technical Level I, such as professionals awaiting licensure and managers of clerical staff.)
        5. Technical Level III and clerical personnel time at the fixed rate of ________ ($__) per hour. For the purposes of this Agreement, Technical Level III and clerical personnel include: (List those personnel by name or job title who occupy junior-level positions, such as word processor or office assistant.)
        6. Compensation for services rendered by Consultants shall be based on a multiple of ________ (__) times the amounts billed by Consultants.

No sample language is provided for compensation based on square footage, unit cost or royalty. Parties choosing one or more of these methods should craft their own language based on the particulars of the Project.

§ 11.2 See methods of compensation shown above for Section 11.1.

§ 11.3 See methods of compensation shown above for Section 11.1.

§ 11.4 See methods of compensation shown above for Section 11.1, if other than a percentage of the invoiced amount.

 

Article 12 – Special Terms and Conditions

Insert any modifications to the standard text of the document, if the modifications are not otherwise inserted elsewhere in the document. For more information about modifying the document, refer to the Modifications section of these Instructions.

 

Executing the agreement.

The persons executing B132–2019 should indicate the capacity in which they are acting (i.e., president, secretary, partner, etc.) and the authority under which they are executing the Agreement. Where appropriate, a copy of the resolution authorizing the individual to act on behalf of the firm or entity should be attached.

 

Important.

Modifications. Particularly with respect to professional or contractor licensing laws, building codes, taxes, monetary and interest charges, arbitration, indemnification, format and font size, AIA Contract Documents may require modification to comply with state or local laws. Users are encouraged to consult an attorney before completing or modifying a document.

Reproductions. This document is a copyrighted work and may not be reproduced or excerpted from without the express written permission of the AIA. There is no implied permission to reproduce this document, nor does membership in The American Institute of Architects confer any further rights to reproduce this document. For more information, see the document footer and the AIA Contract Documents® Terms of Service.

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